Guaranty



 Exhibit 10.3 
  
  
  
 GUARANTY 
 (Cash Flow) 
 dated as of 
 October 26, 2007 
 among 
 SIERRA HOLDINGS CORP., 
 as Holdings 
 CERTAIN SUBSIDIARIES OF AVAYA
INC. 
 IDENTIFIED HEREIN 
 and

 CITIBANK, N.A., 
 as
Administrative Agent 
  
  
  







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	ARTICLE I	  	
		
	DEFINITIONS	  	
	SECTION 1.01.	  	Credit Agreement	  	1
	SECTION 1.02.	  	Other Defined Terms	  	1
		
	ARTICLE II	  	
		
	GUARANTY	  	
			
	SECTION 2.01.	  	Guaranty	  	2
	SECTION 2.02.	  	Guaranty of Payment	  	2
	SECTION 2.03.	  	No Limitations	  	3
	SECTION 2.04.	  	Reinstatement	  	3
	SECTION 2.05.	  	Agreement To Pay; Subrogation	  	4
	SECTION 2.06.	  	Information	  	4
		
	ARTICLE III	  	
		
	INDEMNITY, SUBROGATION AND SUBORDINATION	  	
			
	SECTION 3.01.	  	Indemnity and Subrogation	  	4
	SECTION 3.02.	  	Contribution and Subrogation	  	4
	SECTION 3.03.	  	Subordination	  	5
		
	ARTICLE IV	  	
		
	MISCELLANEOUS	  	
			
	SECTION 4.01.	  	Notices	  	5
	SECTION 4.02.	  	Waivers; Amendment	  	5
	SECTION 4.03.	  	Administrative Agent’s Fees and Expenses, Indemnification	  	6
	SECTION 4.04.	  	Survival of Representations and Warranties	  	6
	SECTION 4.05.	  	Counterparts; Effectiveness; Successors and Assigns; Several Agreement	  	6
	SECTION 4.06.	  	Severability	  	7
	SECTION 4.07.	  	Right of Set-Off	  	7
	SECTION 4.08.	  	Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process	  	7
	SECTION 4.09.	  	Headings	  	7
	SECTION 4.10.	  	Guaranty Absolute	  	7

  

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 TABLE OF CONTENTS 
 (continued) 
  


					
	 	  	 	  	Page
	SECTION 4.11.	  	Termination or Release	  	8
	SECTION 4.12.	  	Additional Guarantors	  	9
	SECTION 4.13.	  	Limitation on Guaranteed Obligations	  	9
	SECTION 4.14.	  	Instrument for the Payment of Money	  	9
	SECTION 4.15.	  	Continuing Guarantee	  	9
	SECTION 4.16.	  	Consent to Certain Provisions	  	9

  

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 GUARANTY dated as of October 26, 2007, among SIERRA HOLDINGS CORP., a Delaware corporation
(“Holdings”), certain Subsidiaries of AVAYA INC. from time to time party hereto and CITIBANK, N.A., as Administrative Agent (as defined below). 
 Reference is made to the Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Avaya Inc. (the
“Borrower”), Holdings, Citibank, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a
“Lender”). The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other
things, the execution and delivery of this Agreement. Holdings and the Subsidiaries party hereto are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are
willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto make the following representations and warranties to the Administrative Agent for the benefit of the Secured Parties
and hereby covenant and agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 SECTION 1.01. Credit Agreement. 
 (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. 
 (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “Administrative Agent” means Citibank, N.A., in its capacity as administrative agent and collateral agent under any of the Loan
Documents, or any successor administrative agent and collateral agent. 
 “Agreement” means this Guaranty. 
 “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any
successor thereto. 
 “Claiming Party” has the meaning assigned to such term in Section 3.02. 
 “Contributing Party” has the meaning assigned to such term in Section 3.02. 







 “Credit Agreement” has the meaning assigned to such term in the preliminary statement of
this Agreement. 
 “Guarantor” means each Guarantor, as defined in the Credit Agreement and each party that becomes a party
to this Agreement after the Closing Date. 
 “Guaranty Parties” means, collectively, the Borrower and each Guarantor and
“Guaranty Party” means any one of them. 
 “Guaranty Supplement” means an instrument in the form of Exhibit
I hereto. 
 “Holdings” has the meaning assigned to such term in the preliminary statement of this Agreement. 
 “Loan Documents” means (a) each Loan Document as defined under the Credit Agreement, (b) each Secured Hedge Agreement entered
into with a Hedge Bank and (c) each agreement governing Cash Management Services entered into with a Cash Management Bank that give rise to Cash Management Obligations. 
 ARTICLE II 
 GUARANTY 
 SECTION 2.01. Guaranty. Each Guarantor irrevocably, absolutely and unconditionally guaranties, jointly with the other Guarantors and severally,
the due and punctual payment of the Obligations, in each case, whether such Obligations are now existing or hereafter incurred under, arising out of any Loan Document whether at stated maturity or earlier, by reason of acceleration, mandatory
prepayment or otherwise in accordance herewith or with any other Loan Documents. Each of the Guarantors further agrees that the Obligations may be extended, increased or renewed, in whole or in part, without notice to or further assent from it, and
that it will remain bound upon its guaranty notwithstanding any extension, increase or renewal, in whole or in part, of any Obligation. To the extent permitted by applicable law, each of the Guarantors waives presentment to, demand of payment from
and protest to any Guaranty Party of any of the Obligations, and also waives notice of acceptance of its guaranty and notice of protest for nonpayment. 
 SECTION 2.02. Guaranty of Payment. Each of the Guarantors further agrees that its guaranty hereunder constitutes a guaranty of payment when due and not of collection, and, to the extent permitted by applicable
law, waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Obligations, or to any balance of any deposit account or credit on the books of the
Administrative Agent or any other Secured Party in favor of the Borrower or any other Person. 
  

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 SECTION 2.03. No Limitations. 
 (a) To the extent required by applicable law, except for termination of a Guarantor’s obligations hereunder as expressly provided in
Section 4.11, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, or otherwise. Without limiting the generality of the foregoing, to the extent
permitted by applicable law, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to
enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement,
including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Administrative Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, willful or
otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity
(other than the payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the Obligations, to exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all in
accordance with the Security Agreement and other Loan Documents and all without affecting the obligations of any Guarantor hereunder. 
 (b)
To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of any Guaranty Party or the unenforceability of the Obligations, or any part thereof from any cause, or the cessation from
any cause of the liability of any Guaranty Party, other than the payment in full in cash of all the Obligations. The Administrative Agent and the other Secured Parties may, in accordance with the terms of the Collateral Documents and at their
election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with any Guaranty Party or exercise any other right or remedy available to them against any Guaranty Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have
been paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of such Guarantor against any Guaranty Party, as the case may be, or any security. 
 SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation, is rescinded,
invalidated or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of any Guaranty Party or otherwise. 
  


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 SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation
of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Guaranty Party to pay any Obligation when and as the same shall become due, whether
at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the Secured Parties in cash the amount of such
unpaid Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against any Guaranty Party arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subject to Article III herein. 
 SECTION 2.06. Information. Each
Guarantor assumes all responsibility for being and keeping itself informed of each Guaranty Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, and the nature, scope and
extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such
circumstances or risks. 
 ARTICLE III 
 INDEMNITY, SUBROGATION AND SUBORDINATION 
 SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the Borrower agrees that in the event a payment of an obligation shall be made by any Guarantor under this Agreement, the Borrower shall
indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment. 
 SECTION 3.02. Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.03) that,
in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in
Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date
hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.12,
the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party to the
extent of such payment. Each Guarantor recognizes 

  

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and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this
connection, each Guarantor has the right to waive, to the fullest extent permitted by applicable law, its contribution right against any other Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in
the determination of the Lenders. 
 SECTION 3.03. Subordination. 
 (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of
indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the payment in full in cash of the Obligations; provided that if any amount shall be paid to such Guarantor on account of such subrogation
rights at any time prior to the payment in full of the Obligations, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied against the Obligations,
whether matured or unmatured, in connection with Section 8.03 of the Credit Agreement. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor
hereunder. 
 ARTICLE IV 
 MISCELLANEOUS 
 SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly
permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower as provided in Section 10.02 of the
Credit Agreement. 
 SECTION 4.02. Waivers; Amendment. 
 (a) No failure or delay by the Administrative Agent, any L/C Issuer or any other Secured Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Administrative Agent, the L/C Issuers and the other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or consent to any departure by any Guaranty Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of
whether the Administrative Agent, any 

  

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Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Guaranty Party in any case shall entitle
any Guaranty Party to any other or further notice or demand in similar or other circumstances. 
 (b) Neither this Agreement nor any
provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Guaranty Party or Guaranty Parties with respect to which such waiver, amendment or
modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement. 
 SECTION 4.03.
Administrative Agent’s Fees and Expenses, Indemnification. 
 (a) The parties hereto agree that the Administrative Agent shall be
entitled to reimbursement of its expenses incurred hereunder and indemnity related hereto as provided in Sections 10.04 and 10.05 of the Credit Agreement. 
 (b) Any such amounts payable as provided hereunder shall be additional Obligations guaranteed hereby and secured by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and
in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 Business Days of
written demand therefor. 
 SECTION 4.04. Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will
be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default at the time of any Credit Extension and shall continue in full force and effect as long as any Loan or any other Obligation shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding, other than any
Letter of Credit that has been Cash Collateralized or, if satisfactory to the L/C Issuer in its sole discretion, for which a backstop Letter of Credit is in place. 
 SECTION 4.05. Counterparts; Effectiveness; Successors and Assigns; Several Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this
Agreement. The Administrative Agent may also require that any such documents and signatures delivered by facsimile or electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver
the same shall not limit the effectiveness of any document or signature delivered by facsimile or electronic transmission. This Agreement shall 

  

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become effective as to any Guaranty Party when a counterpart hereof executed on behalf of such Guaranty Party shall have been delivered to the Administrative
Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guaranty Party and the Administrative Agent and their respective successors and assigns permitted thereby, and
shall inure to the benefit of such Guaranty Party, the Administrative Agent and the other Secured Parties and their respective successors and assigns permitted thereby, except that no Guaranty Party shall have the right to assign or transfer its
rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the other Loan Documents referenced in clause (a) of the definition thereof. This
Agreement shall be construed as a separate agreement with respect to each Guaranty Party and may be amended, modified, supplemented, waived or released with respect to any Guaranty Party without the approval of any other Guaranty Party and without
affecting the obligations of any other Guaranty Party hereunder. 
 SECTION 4.06. Severability. If any provision of this Agreement or
the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and the intent
of such illegal, invalid or unenforceable provision shall be followed as closely as legally possible. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 SECTION 4.07. Right of Set-Off. The rights of the Administrative Agent, each Lender and each L/C Issuer to setoff shall be as set
forth in Section 10.10 of the Credit Agreement. 
 SECTION 4.08. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to
Service of Process. 
 (a) The terms of Sections 10.16 and 10.17 of the Credit Agreement with respect to governing law, submission of
jurisdiction, venue and waive of trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 
 (b) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any
other manner permitted by law. 
 SECTION 4.09. Headings. Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 SECTION 4.10. Guaranty Absolute. To the fullest extent permitted by applicable law, all rights of the Administrative Agent hereunder and all
obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any
other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, 

  

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or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guaranty securing or guaranteeing all or any of the Obligations, (d) any law or
regulation of any jurisdiction or any other event affecting any term of an Obligation, or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or this
Agreement (other than payment in full in cash of all of the Obligations other than any Hedging Obligations or Cash Management Obligations). 
 SECTION 4.11. Termination or Release. 
 (a) This Agreement and the Guaranties made herein shall terminate with respect to all
Obligations when all the outstanding Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification
obligations not yet accrued and payable) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the Outstanding Amount of L/C Obligations has been reduced to zero (other than any Letter of Credit that
has been Cash Collateralized or, if satisfactory to the L/C Issuer in its sole discretion, for which a backstop Letter of Credit is in place) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

 (b) A Guarantor shall automatically be released from its obligations hereunder as provided in Section 9.12 of the Credit Agreement.

 (c) In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 4.11, the Administrative
Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of Section 9.12 of
the Credit Agreement. Any execution and delivery of documents pursuant to this Section 4.11 shall be without recourse to or warranty by the Administrative Agent. 
 (d) At any time that the Borrower desires that the Administrative Agent take any of the actions described in immediately preceding paragraph (c), it shall, upon request of the Administrative Agent, deliver to the
Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Guarantor as a result
of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.11. 
 (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank, by the acceptance of the benefits under this Agreement hereby acknowledge and agree that
(i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long, the other Obligations are so
guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank. 
  

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 SECTION 4.12. Additional Guarantors. Each Material Domestic Subsidiary of the Borrower that enters
into this Agreement as a Guarantor pursuant to Section 6.11 of the Credit Agreement shall execute and deliver a Guaranty Supplement and thereupon such Material Domestic Subsidiary shall become a Guarantor hereunder with the same force and
effect as if originally named as a Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any other Guaranty Party hereunder. The rights and obligations of each Guaranty Party hereunder shall remain in
full force and effect notwithstanding the addition of any new Guaranty Party as a party to this Agreement. 
 SECTION 4.13. Limitation on
Guaranteed Obligations. Each Guarantor and each Secured Party (by its acceptance of the benefits of this Agreement) hereby confirms that it is its intention that this Agreement not constitute a fraudulent transfer or conveyance for purposes of
any Debtor Relief Laws (including the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law). To effectuate the foregoing intention, each Guarantor and each Secured Party (by its acceptance of the benefits of
this Agreement) hereby irrevocably agrees that the Obligations owing by such Guarantor under this Agreement shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of
such Guarantor that are relevant under such Debtor Relief Laws and after giving effect to any rights to contribution and/or subrogation pursuant to any agreement providing for an equitable contribution and/or subrogation among such Guarantor and the
other Guarantors, result in the Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. 
 SECTION 4.14. Instrument for the Payment of Money. Each Guarantor hereby acknowledges that this guarantee constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at
its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213. 
 SECTION 4.15. Continuing Guarantee. This guarantee is a continuing guarantee of payment, and shall apply to all Obligations whenever arising.

 SECTION 4.16. Consent to Certain Provisions. Each Guarantor has read and agreed to Section 10.22 of the Credit Agreement as if
a signatory thereto. Each Guarantor will comply with all covenants in the Loan Documents applicable to it as a Restricted Subsidiary or Loan Party even if it is not a signatory to the applicable Loan Document. 
 [Signatures on following page] 
  

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written. 
  

			
	SIERRA HOLDINGS CORP.,
		
	By:	 	 /s/ Matthew Booher

	Name:	 	Matthew Booher
	Title:	 	Vice President and Treasurer
	
	 EACH OF THE GUARANTORS LISTED ON ANNEX A HERETO,

		
	By:	 	 /s/ Matthew Booher

	Name:	 	Matthew Booher
	Title:	 	Vice President and Treasurer


 Signature Page for Guaranty (Cash Flow) 







 IN WITNESS WHEREOF, for the purposes of Section 3.01 only, the undersigned has executed
this Guaranty as of the date first written above. 
  

			
	AVAYA INC.,
		
	By:	 	 /s/ Matthew Booher

	Name:	 	Matthew Booher
	Title:	 	Vice President and Treasurer


  

 Signature Page for Guaranty (Cash Flow) 








 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year
first above written. 
  

			
	 CITIBANK, N.A.,
     as Administrative Agent

		
	By:	 	 /s/ David J. Wirdnam

	Name:	 	David J. Wirdnam
	Title:	 	Managing Director


  

 Signature Page for Guaranty (Cash Flow) 








 ANNEX A 
 GUARANTORS 
 Avaya Asia Pacific Inc. 
 Avaya CALA Inc. 
 Avaya EMEA Ltd. 
 Avaya Federal Solutions, Inc. 
 Avaya Integrated Cabinet Solutions Inc. 
 Avaya Management Services Inc. 
 Avaya World Services Inc. 
 Technology Corporation of America, Inc. 
 VPNet Technologies, Inc. 
 Avaya Holdings LLC 
 Avaya Holdings Two, LLC 
 Avaya Licensing LLC 
 Avaya Technology LLC 
 Octel Communications LLC 
 Annex A 







 EXHIBIT I 
 SUPPLEMENT NO.             dated as of [    ], to the Guaranty dated as of October 26, 2007 among SIERRA HOLDINGS CORP.
(“Holdings”), certain Subsidiaries of AVAYA INC. from time to time party thereto and CITIBANK, N.A., as Administrative Agent. 
 A. Reference is made to (i) the Credit Agreement dated as of October 26, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Avaya Inc. (the
“Borrower”), Holdings, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a
“Lender”), (ii) each Secured Hedge Agreement (as defined in the Credit Agreement) and (iii) the Cash Management Obligations (as defined in the Credit Agreement). 
 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
 C. The Guarantors have entered into the Guaranty in order to induce (x) the Lenders to make Loans and the L/C Issuers to issue Letters of Credit,
(y) the Hedge Banks to enter into and/or maintain Secured Hedge Agreements and (z) the Cash Management Banks to provide Cash Management Services. Section 4.12 of the Guaranty provides that additional Material Domestic Subsidiaries of
the Borrower may become Guarantors under the Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Material Domestic Subsidiary (the “New Subsidiary”) is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty in order to induce (x) the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit, (y) the Hedge Banks to
enter into and/or maintain Secured Hedge Agreements and (z) the Cash Management Banks to provide Cash Management Services and as consideration for (x) Loans previously made and Letters of Credit previously issued, (y) Secured Hedge
Agreements previously entered into and/or maintained and (z) Cash Management Services previously provided. 
 Accordingly, the
Administrative Agent and the New Subsidiary agree as follows: 
 SECTION 1. In accordance with Section 4.12 of the Guaranty, the New
Subsidiary by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guaranty
applicable to it as a Guarantor and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. In furtherance of the
foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations does hereby, for the benefit of the Secured Parties, their successors and assigns, irrevocably, absolutely and unconditionally guaranty, jointly
with the other Guarantors and severally, the due and punctual payment and performance of the Obligations. Each reference to a “Guarantor” in the Guaranty shall be deemed to include the New Subsidiary. The Guaranty is hereby
incorporated herein by reference. 
  

 EXHIBIT I-1 








 SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent and the Secured Parties
that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief
Laws and by general principles of equity. 
 SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of
this Supplement that bears the signature of the New Subsidiary, and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic communication
shall be as effective as delivery of a manually signed counterpart of this Supplement. 
 SECTION 4. Except as expressly supplemented hereby,
the Guaranty shall remain in full force and effect. 
 SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 6. If any provision contained in this Supplement is held to be invalid, illegal or
unenforceable, the legality, validity, and enforceability of the remaining provisions contained herein and in the Guaranty shall not be affected or impaired thereby and the intent of such illegal, invalid or unenforceable provision shall be followed
as closely as legally possible. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guaranty. 
 SECTION 8. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with the execution and
delivery of this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent to the extent required by Section 4.03 of the Guaranty. 
  

 EXHIBIT I-2 








 IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to
the Guaranty as of the day and year first above written. 
  

			
	[NAME OF NEW SUBSIDIARY],
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Jurisdiction of Formation:
	Address Of Chief Executive Office:
	
	 CITIBANK, N.A.,
     as Administrative Agent

		
	By:	 	  

	Name:	 	
	Title:	 	


  

 EXHIBIT I-3